What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-25 compared with 2024-02-22 · 242 added, 156 removed, 1010 unchanged (28% of the section changed)

33 unchanged sentences

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Euronet Worldwide, Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission .

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have audited the accompanying consolidated balance sheets

of Euronet Worldwide, Inc.

and subsidiaries (the Company) as of December 31,

2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, changes in equity, and cash flows for each of the years in the

three-year period ended December 31, 2024, and the related notes (collectively,

the consolidated financial statements).

We also have audited the Company’s

internal control over financial reporting as of December 31, 2024, based on

criteria established in Internal Control – Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements

referred to above present fairly, in all material respects, the financial

position of the Company as of December 31, 2024 and 2023, and the results of

its operations and its cash flows for each of the years in the three-year

period ended December 31, 2024, in conformity with U.S.

generally accepted

accounting principles.

Also in our opinion, the Company maintained, in all

material respects, effective internal control over financial reporting as of December

31, 2024 based on criteria established in Internal Control – Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the

Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report On Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

The Company’s management is responsible for these

consolidated financial statements, for maintaining effective internal control

over financial reporting, and for its assessment of the effectiveness of

internal control over financial reporting, included in the accompanying

Management's Report on Internal Control Over Financial Reporting.

responsibility is to express an opinion on the Company’s consolidated financial

statements and an opinion on the Company’s internal control over financial

reporting based on our audits.

We are a public accounting firm registered with

the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the

federal securities laws and the applicable rules and regulations of the

Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of

Those standards require that we plan and perform the audits to

obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud, and whether

effective internal control over financial reporting was maintained in all

material respects.

Our audits of the consolidated financial

statements included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and

disclosures in the consolidated financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated

financial statements.

Our audit of internal control over financial reporting

included obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists, and testing and

evaluating the design and operating effectiveness of internal control based on

the assessed risk.

Our audits also included performing such other procedures as

we considered necessary in the circumstances.

We believe that our audits

provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A company’s internal control over financial reporting is a

process designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles.

company’s internal control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the

assets of the company;

(2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with

authorizations of management and directors of the company;

and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could have a

material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not

prevent or detect misstatements.

Also, projections of any evaluation of

effectiveness to future periods are subject to the risk that controls may

become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

critical audit matter communicated below is a matter arising from the current

period audit of the consolidated financial statements that was communicated or

required to be communicated to the audit committee and that:

(1) relates to

accounts or disclosures that are material to the consolidated financial

statements and (2) involved our especially challenging, subjective, or complex

The communication of a critical audit matter does not alter in any

way our opinion on the consolidated financial statements, taken as a whole, and

we are not, by communicating the critical audit matter below, providing a

separate opinion on the critical audit matter or on the accounts or disclosures

to which it relates.

Sufficiency of audit evidence over revenue

As discussed in Note 3 to the consolidated financial statements, the Company earned $3.7 billion of revenue in 2023.

The Company earned revenue by payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers (collectively services).

The services were provided to customers in approximately 200 countries through 67 worldwide offices within 3 different reportable operating segments.

We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter.

The Company’s geographical dispersion of services worldwide, amongst various business lines required especially subjective auditor judgment in evaluating the sufficiency of audit evidence over revenue.

Further, our audit team consisted of auditors located in various countries worldwide.

This required especially challenging auditor judgment in the level of audit procedures and supervision applied at each country.

The following are the primary procedures we performed to address this critical audit matter.

We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue, including the determination of locations at which those procedures were to be performed.

At each Company location selected, we:

evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue process, including controls over the accurate recording of revenue amounts

assessed the training and experience of the auditors on our audit team that were in countries other than the United States

tested a sample of individual revenue transactions by comparing amounts recognized by the Company to relevant contracts and or payment and transaction support.

We evaluated the sufficiency of audit evidence obtained over revenue by assessing the results of procedures performed, including appropriateness of such evidence.

As discussed in Note 3 to the consolidated financial

statements, the Company earned $4.0 billion of revenue in 2024.

earned revenue by payment and transaction processing and distribution solutions

to financial institutions, retailers, service providers and individual

consumers (collectively services).

The services were provided to customers in approximately 200 countries through 67 worldwide offices within 3 different

reportable operating segments.

We identified the evaluation of the sufficiency of audit

evidence over revenue as a critical audit matter.

The Company’s geographical

dispersion of services worldwide, amongst various business lines required

especially subjective auditor judgment in evaluating the sufficiency of audit

evidence over revenue.

Further, our audit team consisted of auditors located in

various countries worldwide.

This required especially challenging auditor

judgment in the level of audit procedures and supervision applied at each

The following are the primary procedures we performed to

address this critical audit matter.

We applied auditor judgment to determine

the nature and extent of procedures to be performed over revenue, including the

determination of locations at which those procedures were to be performed.

each Company location selected, we:

the design and tested the operating effectiveness of certain internal controls

related to the Company’s revenue process, including controls over the accurate

recording of revenue amounts

the training and experience of the auditors on our audit team that were in

countries other than the United States

tested a sample of individual revenue transactions by

comparing amounts recognized by the Company to relevant contracts and or

payment and transaction support.

evaluated the sufficiency of audit evidence obtained over revenue by assessing

the results of procedures performed, including the appropriateness of such

We have served as the Company's auditor since 2003.

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Direct operating costs

Acquired contract cost impairment

Salaries and benefits

S alaries and benef its

Selling, general and administrative

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Interest expense

Foreign currency exchange gain (loss), net

Foreign currency exchange (loss) gains, net

Other gains, net

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Income tax expense

Net loss attributable to noncontrolling interests

Net (gain) loss attributable to non-controlling interests

Net income attributable to Euronet Worldwide, Inc.

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Net income (loss)

Other comprehensive loss

Other comprehensive (loss) income

Adoption of ASU-2020-60 on Convertible bond

Stock issued under employee stock plans

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Balance as of December 31, 2023

Net income (loss)

Other compreh ensive (los s) income

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Net income (loss)

Other comprehensive loss

Other comprehensive (loss) income

Adoption of ASU-2020-60 on Convertible bond

Stock issued under employee s toc k plans

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Balance as of December 31, 2023

Net income (loss)

Other comprehensive (loss) income

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Year Ended December 31,

Net income (loss)

Adjustments to reconcile net income to net cash provided by operating activities:

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Share-based compensation

Unrealized foreign exchange (gain) loss, net

Unrealized foreign exchange loss (gain), net

Deferred income taxes

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Acquisitions, net of cash acquired

Purchases of property and equipment and proceeds of sale property and equipment

Purchases of property and equipment and proceeds and proceeds from sale property and equipment

Issuance of Convertible Notes Receivable

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Repayments of revolving credit agreements

Net (repayments) borrowings fro m short- term debt obligations

Net borrowings (repayments) fro m short- term debt obligations

Debt issuance costs

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Actual results could differ from those estimates.

Euronet’s EFT Processing Segment normally experiences its heaviest demand for DCC services during the third quarter of the fiscal year, normally coinciding with the tourism season.

Euronet’s EFT Processing Segment normally experiences its heaviest demand for Dynamic Currency Conversion (DCC) services during the third quarter of the year, normally coinciding with the tourism season.

Additionally, the EFT Processing and epay Segments are normally impacted by seasonality during the fourth quarter and first quarter of each year due to higher transaction levels during the holiday season and lower levels following the holiday season.

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An entity also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test.

The Company has a policy for its annual review of goodwill to perform the qualitative assessment for all reporting units not subjected directly to the quantitative impairment test.

Under the qualitative assessment, various events, and circumstances (or factors) that would affect the estimated fair value of a reporting unit are identified (similar to impairment indicators).

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At December 31, 2024 and 2023 , we had $ 97.4 million and $ 78.4 million, respectively, of deferred contract costs.

For the years ended December 31, 2023 , 2022 and 2021 , we had $ 17.1 million, $ 22.1 million, and $ 33.3 million of amortization related to these costs, respectively.

For the years ended December 31, 2024 , 2023 and 2022 , w e had $ 23.4 million, $ 17.1 million, and $ 22.1 million of amortization related to these costs, respectively.

On a quarterly basis we evaluate the carrying amount of contract assets recognized to determine if there are contracts that may have a carrying amount in excess of the remaining future consideration to be received from the contract.

During the fourth quarter of 2021 , we identified certain contract assets that had carrying balances greater than the estimated remaining cash flows in the contracts and recorded a corresponding $ 38.6 million non -cash impairment.

The impairment charge is the result of lower-than-expected customer transaction volume related to these specific contracts, stemming primarily from COVID- 19 related disruptions.

This non-cash impairment charge is included in the Money Transfer Segment.

Convertible notes

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The adoption of this standard also impacted our deferred tax liability by decreasing our deferred tax liability by $ 15.0 million, decreasing retained earnings by $ 10.6 million, and increasing additional paid-in capital by $ 25.6 million.

Additionally, the elimination of the treasury stock method will increase the number of dilutive shares used in the diluted earnings per share calculation, if dilutive, by 2.8 million shares.

Additionally, the elimination of the treasury stock method increases the number of dilutive shares used in the diluted earnings per share calculation, if dilutive, by 2.8 million shares.

Income taxes are accounted for under the asset and liability method.

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Share-based compensation expense for awards with only service conditions is generally recognized as expense on a "straight-line" basis over the requisite service period.

For awards that vest based on achieving periodic performance conditions, expense is recognized on a "graded attribution method." The graded attribution method results in expense recognition on a straight-line basis over the requisite service period for each separately vesting portion of an award.

The Company has elected to use the "with and without method" when calculating the income tax benefit associated with its share-based payment arrangements.

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The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted.

T he Company is currently evaluating the impact of adopting ASU 2023-07.

The adoption of this standard did not have a significant impact on the Company's consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

4 unchanged sentences

It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received).

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

T he Company is currently evaluating the impact of adopting ASU 2023-09.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and the Company will adopt the standard in the following fiscal year.

The adoption of this standard is not expected to have a significant impact on the Company's consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) , which requires companies to disclose additional information about expenses in their income statements.

The Company already disaggregates its most significant expense line items, and as a result, the adoption of this standard is not expected to have a significant impact on the Company's consolidated financial statements and related disclosures.

(4) Settlement Assets and Obligations

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Share repurchases

On December 8, 2021, the Company put a repurchase program in place to repurchase up to $ 300.0 million in value, but not more than 5.0 million shares of common stock through December 8, 2023.

For the year ended December 31, 2023, t he Company repurchased 1,400,229 shares under the repurchase program at a weighted average purchase price of $ 89.31 for a total value of $ 125.0 million.

Repurchases under the program may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10 b 5 - 1 plan.

On September 13, 2022, the Company put a repurchase program in place to repurchase up to $ 350.0 million in value, but not more than 7.0 million shares of common stock through September 13, 2024.

For the year ended December 31, 2023, t he Company repurchased 2,936,667 shares under the repurchase program at a weighted average purchase price of $ 86.27 for a total value of $ 253.4 million.

Repurchases under the program may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10b5-1 plan.

On September 13, 2023, the Company put a repurchase program in place to repurchase up to $ 350.0 million in value, but not more than 7.0 million shares of common stock through September 13, 2025.

For the year ended December 31, 2023 we have not made any repurchases under this plan.

Repurchases under the program may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10 b 5 - 1 plan.

The repurchase program, initiated on September 13, 2022, to repurchase up to $ 350 million in value, but not more than 7.0 million shares of common stock through September 13, 2024, has been completed.

During 2024, we repurchased 850,528 shares under the repurchase program at a weighted average purchase price of $ 113.63 for a total value of $ 96.6 million.

On September 13, 2023, the Company initiated a repurchase program to repurchase up to $ 350 million in value, but not more than 7.0 million shares of common stock through September 13, 2025.

During 2024 , we repurchased 1,625,005 shares under the repurchase program at a weighted average purchase price of $ 103.73 for a total value of $ 168.6 million.

On September 11, 2024, the Company initiated a repurchase program to repurchase up to $ 350 million in value, but not more than 7.0 million shares of common stock through September 11, 2026.

During 2024, the Company did not repurchase shares under this plan.

Repurchases under the programs may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10 b 5 - 1 plan.

The Inflation Reduction Act (IRA) was signed into law in August 2022.

4 unchanged sentences

As of December 31, 2024 and 2023 , accumulated other comprehensive gain (loss) consists entirely of foreign currency translation adjustments.

The Company recorded a foreign currency translation gain of $ 47.9 million, a loss of $ 78.3 million and a loss of $ 78.5 million for the years ended December 31, 2023 , 2022 , and 2021 , respectively.

The Company recorded a foreign currency translation loss of $ 117.8 million, a gain of $ 47.9 million and a loss of $ 78.3 million for the years ended December 31, 2024 , 2023 , and 2022 , respectively.

There were no reclassifications of foreign currency translation into the Consolidated Statements of Operations for the years ended December 31, 2024 , 2023 , and 2022 .

2 unchanged sentences

Acquisitions 2024

The Company completed one acquisition in 2023 for an immaterial amount.

On February 1, 2024, Euronet acquired Infinitium Group, a leading regional solutions provider with Payments Authentication services, for a purchase consideration of $ 70.0 million cash and $ 5.0 million of the Company’s common stock to be paid over two installments on February 1, 2026 and 2027 .

The Company allocated $ 51.0 million of the purchase consideration to customer relationships, $ 5.6 million to acquired net assets, $ 10.2 million to deferred tax liability and the remaining $ 28.6 million to goodwill.

In the second quarter of 2024 , Euronet acquired a business for an immaterial amount.

Acquisitions 2023

In accordance with ASC 805 , the Company allocates the purchase price of its acquisitions to the tangible assets, liabilities and intangible assets acquired based on fair values.

Any excess purchase price over those fair values is recorded as goodwill.

The fair value assigned to intangible assets acquired is supported by valuations using estimates and assumptions provided by management.

For certain large acquisitions, management engages an appraiser to assist in the valuation process.

On March 15, 2022 we completed the acquisition of the Merchant Acquiring Business of Piraeus Bank ("PBMA").

The acquisition includes 205,000 POS terminals at 170,000 merchants throughout Greece, as well as Piraeus Bank’s online merchant acquiring business and expands our omnichannel payments strategy where we use our proprietary technology to provide cash, card-based acquiring solutions, alternative payment acquiring, online acquiring, tokenized payment services and other payment products.

Additionally, the acquisition includes a long-term commercial framework agreement between Piraeus Bank and Euronet which includes collaborative product distribution, processing and customer referrals.

The purchase price was € 317.8 million, or approximately $ 350.6 million, which includes $ 331.0 million cash paid at closing, $ 4.4 million cash paid for surplus working capital and $ 15.2 million of estimated contingent consideration for a ten-year earn out contingent on performance targets outlined in the commercial framework agreement.

The contingent consideration is related to a percentage of the net fee income received during the ten-year period of the commercial framework agreement and there is no contractual maximum amount of consideration under this agreement.

The acquisition has been accounted for as a business combination in accordance with U.S.

GAAP and the results of operations have been included from the date of acquisition in the EFT Processing Segment.

The following table presents the final fair value that was allocated to PBMA's Euronet Merchant Services' (EMS) assets and liabilities based upon fair values as determined by the Company.

The valuation process to determine the fair values is complete.

For the year ended December 31, 2022, the Company made measurement period adjustments to reflect facts and circumstances in existence as of the effective time of the acquisition.

These adjustments primarily included an adjustment to the accrued expenses and other current liabilities related to the surplus working capital of $ 4.4 million and some other immaterial adjustments.

(in millions)

As of March 15, 2022

Other current assets

Settlement assets

Property and equipment

Intangible assets

Total assets acquired

Trade accounts payable

Settlement liabilities

Accrued expenses and other current liabilities

Deferred revenue

Other long-term liabilities

Total liabilities assumed

Net assets acquired

The fair value measurements of intangible assets were based on significant inputs not observable in the market and represent Level 3 measurements within the fair value hierarchy.

Level 3 inputs include discount rates that would be used by a market participant in valuing these assets, projections of revenues and cash flows, and customer attrition rates, among others.

We acquired a customer relationship intangible asset with a fair value of $ 112.2 million that is being amortized on a straight-line basis over 15 years and a contract related intangible asset of $ 10.3 million that is being amortized on a straight-line basis over 10 years.

Goodwill, with a value of $ 212.7 million, arising from the acquisition was included in the EFT Processing Segment.

The factors that make up goodwill include synergies from combining PBMA operations and intangible assets that do not qualify for separate recognition.

Goodwill and intangible assets associated with this acquisition are deductible for tax purposes.

The results of PBMA operations are included in our consolidated results of operation, as part of our EFT Processing business segment, beginning on March 16, 2022.

For the period beginning on the acquisition date through December 31, 2022, PBMA had $ 88.8 million in revenue.

For 2023 , PBMA had $ 130.2 million in revenue.

The PBMA business is impacted by higher transaction volumes during the tourism season in the second and third quarters.

The Company completed one additional acquisition in 2022 for immaterial amounts.

The Company completed one acquisition in 2023 for an immaterial amount.

(7) Restricted Cash

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(8) Property and Equipment, Net

The components of property and equipment, net of accumulated depreciation and amortization as of December 31, 2023 and 2022 are as follows:

The components of property and equipment, net of accumulated depreciation as of December 31, 2024 and 2023 are as follows:

As of December 31,

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The Company has a security interest in all of the assets of Koin Mobile, LLC and Marker Trax, LLC.

The outstanding principal and accrued interest were $ 60.0 million and $ 0.2 million at December 31, 2023, respectively.

At December 31, 2024 the outstanding principal and accrued interest were $ 60.0 million and $ 1.4 million.

The Notes are convertible into preferred equity of Koin Mobile, LLC and Marker Trax, LLC at the option of the Company upon the occurrence of certain events including a qualified equity financing, change in control, achievement of profitability or at the option of the Company at maturity, as defined in the Notes.

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Long-term debt obligations

As of December 31, 2023 , aggregate annual maturities of long-term debt are $ 0 million due in 2024 , $ 525.0 million due in 2025 , $ 662.2 million due in 2026 , and $ 536.9 million thereafter.

This maturity schedule reflects the revolving credit facility maturing in 2027 and the Convertible Notes maturing in 2025 , coinciding with the terms of the initial put option by holders of the Convertible Notes.

It also reflects the maturing of the 1.375 % Senior Notes of € 600 million ($ 662.2 million) due in 2026 .

As of December 31, 2024 , aggregate annual maturities of long-term debt are $ 621.5 million due in 2026 , and $ 512.9 million thereafter.

This maturity schedule reflects the 1.375 % Senior Notes of € 600.0 million ($ 621.5 million) maturing in 2026 and the revolving credit facility maturing in 2029 .

Credit Facility

On October 24, 2022, the Company amended its revolving credit agreement (the “Credit Facility”) to increase the facility from $ 1.03 billion to $ 1.25 billion and to extend the expiration to October 24, 2027 .

The revolving credit facility contains a sublimit of up to $ 250 million , with $ 150 million committed, for the issuance of letters of credit, a $ 75 million sublimit for U.S.

On December 17, 2024, the Company amended its revolving credit agreement (the “Credit Facility”) to increase the facility from $ 1.25 billion to $ 1.9 billion and to extend the expiration to December 17, 2029 .

The amended Credit Facility includes a multi-currency borrowing tranche totaling $ 1,685 million and a USD borrowing tranc he totaling $ 215 million .

The amended Credit Facility also removes the credit spread adjustment on SOFR and SONIA borrowings.

All other terms remain substantially the same as the existing Credit Facility.

The multi-currency tranche of the revolving Credit Facility contains a sublimit of up to $ 500 million for the issuance of letters of credit, a $ 75 million sublimit for U.S.

dollar swingline loans and a $ 75 million sublimit for swingline loans in euros or British pounds sterling.

The Credit Facility allows for borrowings in British pounds sterling, euro and U.S.

The multi-currency tranche of the Credit Facility allows for borrowings in British pounds sterling, euro and U.S.

Subject to certain conditions, the Company has the option to increase the Credit Facility by up to an additional $ 500 million by requesting additional commitments from existing or new lenders.

Fees and interest on borrowings vary based upon the Company's corporate credit rating and will be based, in the case of letter of credit fees, on a margin, and in the case of interest, on a margin over a secured overnight financing rate, as defined in the agreement, with a margin, including the facility fee, ranging from 1.00 % to 1.625 % or the base rate, as selected by the Company.

The applicable margin for borrowings under the credit facility, based on the Company's current credit rating, is initially 1.25 % including the facility fee.

Borrowings under the Revolving Credit Facility (other than

swing line loans) bear interest on a margin over a secured financing rate or

the base rate, as selected by the Company, which varies from 0.875 % to 1.375 %,

in each case based on the Company’s current credit rating.

The applicable margin for borrowings under

the credit facility, based on the Company’s current credit rating is

In addition, the Company pays a

facility fee on the total commitments made under the Revolving Credit Facility,

which varies from 0.125 % to 0.250 %.

current facility fee is 0.175 %.

The agreement contains customary affirmative and negative covenants, events of default and financial covenants, including (all as defined in the Credit Facility):

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The Company was in compliance with all debt covenants as of December 31, 2024.

The interest rate of the Company's borrowings under the Credit Facility wa s 6.5 % as of December 31, 2023 .

The weighted-average interest rate of the Company's borrowings under the Credit Facility from January 1, 2024 to December 31, 2024 was 6.39 % .

As of December 31, 2024 and 2023 , the Company had stand-by letters of credit/bank guarantees outstanding under the Credit Facility of $ 44.5 million and $ 51.9 million , respectively.

1 unchanged sentence

As of December 31, 2024 and 2023 , the stand-by letters of credit interest charges were each 1.075 % per annum .

Borrowing capacity under the Credit Facility as of December 31, 2023 was $ 661.2 million.

Available borrowing capacity under the Credit Facility as of December 31, 2024 was $ 1,335.1 million.

Uncommitted Credit Agreements

On June 27, 2023, the Company entered into an Uncommitted Credit Agreement for $ 300 million, for the sole purpose of providing vault cash for ATMs, that expired on November 30, 2023 .

On June 21, 2024, the Company rolled its existing $ 150 million Uncommitted Loan Agreement into a new Uncommitted Loan Agreement with a $ 400 million credit limit through September 30, 2024, and a credit limit of $ 250 million thereafter for the sole purpose of providing vault cash for ATMs and expires no later than June 20, 2025 .

The loan had an outstanding balance of $ 250 million at December 31 , 2024 .

The loan is a Prime Rate Loan, a Daily SOFR Rate Loan plus 1.05 % or shall bear interest at the rate agreed to by the Bank and the Company at the time such Loan is made.

The weighted-average interest rate from loan inception date to December 31, 2024 , was 6.07 %.

On June 27, 2024, the Company entered into an Uncommitted Loan Agreement for $ 300 million , for the sole purpose of providing vault cash for ATMs, that expired on November 30, 2024 .

The loan was fully repaid and there was no balance at December 31, 2024.

The loan bore interest at the rate per annum equal to the secured overnight financing rate (“SOFR”) plus 1.125 %.

The loan was a Prime Rate Loan, a Daily Simple SOFR Rate Loan plus 1.125 % or bore interest at the rate agreed to by the Bank and the Company at the time such Loan was made.

The weighted-average interest rate from the loan inception date to November 30 , 2024 was 6.24 %.

On June 26, 2023, the Company entered into an Uncommitted Loan Agreement for $ 150 million, fully drawn and outstanding at December 31, 2023, for the sole purpose of providing vault cash for ATMs, that expires no later than June 21, 2024 .

The loan is either a Prime rate loan, a Bloomberg Short-term Bank Yield ("BSBY") rate loan plus 0.95 % or bears interest at the rate agreed to by the Bank and the Company at the time such loan is made.

The weighted-average interest rate from the loan inception date to December 31, 2023 was 6.29 %.

On May 25, 2022, the Company entered into an Uncommitted Credit Agreement for $ 300.0 million, for the sole purpose of providing vault cash for ATMs , that expired on November 30, 2022 .

On June 27, 2023, the Company entered into an Uncommitted Credit Agreement for $ 300 million, for the sole purpose of providing vault cash for ATMs, that expired on November 30, 2023 .

The loan was fully repaid and there was no balance at December 31, 2023.

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The weighted-average interest rate from the loan inception date to November 30, 2023 was 6.37 %.

On June 24, 2022, the Company entered into an Uncommitted Loan Agreement for $ 150.0 million, for the sole purpose of providing vault cash for ATMs, that expires no later than June 23, 2023 .

The loan was fully repaid and there was no balance at December 31, 2024.

The loan was either a Prime rate loan, a Bloomberg Short-term Bank Yield rate loan or bore interest at the rate agreed to by the bank and the Company at the time such loan is made.

The weighted average interest rate from the loan inception date to the day of repayment (September 28, 2022) was 2.76 %.

The loan was either a Prime rate loan, a Bloomberg Short-term Bank Yield ("BSBY") rate loan plus 0.95 % or bore interest at the rate agreed to by the Bank and the Company at the time such loan was made.

The weighted-average interest rate from the January 1, 2024 to June 21, 2024 was 6.34 %.

Convertible Debt

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ASU 2020 - 06 amended the accounting for convertible instruments with ASC Topic 470 Debt (See Footnote 3 for the accounting impact of adopting ASU 220 - 06 ).

As noted above, the holders of the Convertible Notes

have the option to require the Company to repurchase their Convertible Notes on

March 15, 2025.

Given current bond trading levels and the Company’s share

price, the Company anticipates that holders of the Convertible Notes will

exercise their repurchase option and as a result the Convertible Notes are

classified as short-term obligations on the Consolidated Balance Sheet as of

December 31, 2024 .

Contractual interest expenses for the Convertible Notes was $ 3.9 million for each of the years ended December 31, 2024 , 2023 and 2022 .

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Certain of the Company's subsidiaries have available lines of credit and overdraft credit facilities that generally provide for short-term borrowings that are used from time to time for working capital purposes.

As of December 31, 2023 and 2022 , borrowings under these arrangements were $ 0.3 million and $ 0.2 million, respectively.

On October 9, 2024, the Company completed a facility of MYR 140 million and an overdraft facility of MYR 100 million for its Malaysian business.

Each advance under this facility shall be made for a term of 1 month or such other period of up to 12 months.

As of December 31, 2024 , $ 37.4 million was borrowed under this facility.

(13) Derivative Instruments and Hedging Activities

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Foreign exchange

Partnership Investment

Total deferred tax liabilities

Net deferred tax liabilities

Net deferred tax assets of $ 25.3 million and $ 28.3

million as of December 31, 2024 and 2023, respectively, are recorded within

"Other assets" on the Consolidated Balance Sheet.

Subsequently recognized tax benefits relating to the valuation allowance for deferred tax assets as of December 31, 2024 are expected to be allocated to income taxes in the Consolidated Statements of Operations.

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state tax loss carryforwards were $ 81.0 million and $ 68.4 million, respectively.

As of December 31, 2023 , the Company had U.S.

foreign tax credit carryforwards of $ 53.6 million which are largely not expected to be utilized in future periods.

As of December 31, 2022 , the Company had U.S.

foreign tax credit carryforwards of $ 59.8 million which are largely not expected to be utilized in future periods.

As of December 31, 2024 and 2023 , the Company has U.S.

foreign tax credit carryforwards of $ 57.1 million and $ 53.6 million respectively, which are largely not expected to be utilized in future periods.

In assessing the Company's ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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Gross undistributed earnings reinvested indefinitely in foreign subsidiaries aggregated approximately $ 2,749.5 million as of December 31, 2024 .

Based upon the current OECD rules and administrative

guidance, as well as the related legislation of those countries which has been

enacted to date, the Company does not anticipate being subject to material minimum

foreign taxes.

The Company is continuing to monitor the potential impact of the

Pillar Two proposals and developments on our Consolidated Financial Statements

and related disclosures, including eligibility for any transitional safe harbor

Accounting for uncertainty in income taxes

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The Company has share-based compensation plans ("SCP") that allow it to grant restricted shares, or options to purchase shares, of common stock to certain current and prospective key employees, directors, and consultants of the Company.

These awards gen erally vest over periods ranging from three to five years from the date of grant.

These awards gen erally vest over periods ranging from three to four years from the date of grant.

Stock options are generally exercisable during the shorter of a ten -year term or the term of employment with the Company.

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Weighted-average fair value (per option)

During 2023 , the Company granted 596,127 options, which vest evenly over a five year term upon the achievement of a 10 % increase over the share price on the date of grant for 30 consecutive days.

During 2022 , the Company granted approximately 411,648 options, which vest evenly over a four year term upon the achievement of a 10 % increase over the share price on the date of grant for 30 consecutive days.

During 2021 , the Company granted approximately 331,000 options, which vest evenly over a four year term upon the achievement of a 10 % increase over the share price on the date of grant for 30 consecutive days.

During 2024 , the Company granted 562,785 options to executive officers, which vest evenly over a four-year term upon the achievement of a 10 % increase over the share price on the date of grant for 30 consecutive days.

During 2023 , the Company granted approximately 596,127 options to executive officers, which vest evenly over a five-year term upon the achievement of a 10 % increase over the share price on the date of grant for 30 consecutive days.

During 2022 , the Company granted approximately 411,648 options to executive officers, which vest evenly over a four-year term upon the achievement of a 10 % increase over the share price on the date of grant for 30 consecutive days.

Restricted stock

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(18) Business Segment Information

Euronet's Chief Executive Officer (CEO) is the Chief Operating Decision Maker (CODM) and is responsible for assessing performance and making resource allocation decisions across the Company's operating segments.

The CODM evaluates segment performance primarily based on financial metrics such as revenue, operating income, and other key performance indicators.

In making resource allocation decisions, the CODM reviews segment operating income and revenue on a monthly basis to assess profitability and efficiency across segments.

Additionally, the CODM considers forecast-to-actual variances in revenue, operating income, and key performance indicators as part of the forecasting process.

These measures are used to guide decisions related to capital investments, personnel allocation, and strategic initiatives across the Company’s segments.

The CODM also evaluates segment-level profitability and return on assets when making long-term investment decisions and assessing segment performance relative to strategic goals.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

Euronet's reportable operating segments have been determined in accordance with ASC Topic 280 , Segment Reporting ("ASC 280 ") .

The Company currently operates in the following three reportable operating segments:

1 ) Through the EFT Processing Segment, the Company processes transactions for a network of ATMs and POS terminals across Europe, the Middle East, Africa, Asia Pacific and the United States.

1 ) Through the EFT Processing Segment, the Company processes transactions for a network of ATMs and POS terminals across Europe, the Middle East, Africa, Asia Pacific and North America.

The Company provides comprehensive electronic payment solutions consisting of ATM cash withdrawal services, ATM network participation, outsourced ATM and POS management solutions, credit, debit and prepaid card outsourcing, dynamic currency conversion, domestic and international surcharges and other value-added services.

Through this segment, the Company also offers a suite of integrated electronic financial transaction software solutions for electronic payment and transaction delivery systems.

2 ) T hrough the epay Segment, the Company provides distribution, processing and collection services for prepaid mobile airtime and other electronic payment products in Europe, the Middle East, Asia Pacific, the U.S., and South America.

3 ) Through the Money Transfer Segment, the Company provides global money transfer services under the brand names Ria, AFEX, IME, and xe.

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Interest expense

Foreign currency exchange gain, net

Foreign currency exchange loss, net

Other gains, net

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Interest expense

Foreign currency exchange loss, net

Foreign currency exchange gain, net

Other gains, net

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Direct operating costs

Acquired contract cost impairment

Salaries and benefits

Salaries and benefit s

Selling, general and administrative

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Level 3 – Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the inputs that market participants would use in pricing.

The following table details financial assets measured and recorded at fair value on a recurring basis:

The follow ing table details financial assets measured and recorded at fair value on a recurring basis:

As of December 31, 2024

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Balance Sheet Classification

Foreign currency exchange contracts

Foreign currency exchan ge cont racts

Other current assets

Convertible notes receivable

Marketable securities

Foreign currency exchange contracts

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The carrying amounts of cash and cash equivalents, trade accounts receivable, trade accounts payable and short-term debt obligations are approximate fair values due to their short maturities.

The carrying amount of the convertible notes receivable approximates fair value because we issued the notes on October 18, 2023.

The carrying values of the Company's revolving credit agreements approximate fair values because interest is based on SOFR that resets at various intervals of less than one year.

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(20) Litigation and Contingencies

From time to time, the Company is a party to legal and regulatory proceedings arising in the ordinary course of its business.

Currently, there are no legal proceedings or regulatory findings that management believes, either individually or in aggregate, would have a material adverse effect upon the Consolidated Financial Statements of the Company.

From time to time, the Company is a party to legal or regulatory proceedings arising in the ordinary course of the Company's business.

In accordance with U.S.

GAAP, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

Currently , there are no legal proceedings or regulatory findings which are both probable that a liability has been incurred and can be reasonably estimated that management believes, either individually or in the aggregate, would have a material adverse effect on the Company's consolidated financial condition or results of operations.

These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case.

During July 2024, the Company received an adverse judicial decision related to withholding taxes on certain agency relationships in Italy within the Money Transfer Segment, which the Company has appealed.

In January 2025, the Company received a positive judicial decision in the same court related to the same issue but corresponding to a different taxable period.

The Company completed an assessment and concluded that it is reasonably possible that a liability has been incurred, but not probable.

The principal amount of the agent-based withholding tax could be approximately $ 16.5 million for all open periods.

(21) Commitments

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data